Our corporate governance model provides the structures and processes for the direction and control of our company. Good corporate governance and ethics processes help us operate more efficiently, improve our access to capital, mitigate risk and safeguard against mismanagement. It makes us accountable and transparent and gives us the tools to respond to stakeholder concerns.

2020 Goal & Update

Evaluated options and selected a platform that will enhance our supplier engagement across all brands.

We committed to audit all the dolphin in captivity tour encounters used by our cruise brands.

FY2018 corporate Governance & Ethics Performance

Boards of Directors

Quarterly performance data, including relevant summaries and trends, are reported to our corporate and brand management, Board-level Committees and Boards of Directors. Specifically, the Health, Environmental, Safety and Security (HESS) Committees are briefed by management on the status, progress of and plans for HESS and sustainability-related matters, as well as on HESS audit results.

Transparency

As part of our transparency efforts, we disclose key environmental and social data in our annual reports, the Performance Summary of this report, as well as internationally recognized sustainability platforms.

Fines and Sanctions

We did not receive any sanctions or significant fines for non-compliance with non-environmental laws and regulations.

MODERN SLAVERY ACT

Our Code of Business Conduct and Ethics explicitly condemns all forms of child exploitation and forced labor and states our intent to comply with and support laws and regulations relevant to slavery and human trafficking. We expect our business partners to share this commitment as evidenced by acknowledgement of our Business Partner Code of Conduct and Ethics which requires our business partners to respect and follow applicable laws and regulations and to promote ethical decisions in all aspects of their business. In 2018, we revised our Modern Slavery Statement. For more information, please see the Statement Pursuant to Modern Slavery Act 2015 in the Appendix.

ANIMAL WELFARE

Farm Animals:

We continue to work on expanding our sourcing of cage free eggs. Our goal is to be 100% cage free by 2025.

We continue to align welfare standards for broiler chicken, ensuring that 100% of chicken sourced will be certified by the Global Animal Partnership by 2024.

Tour Operators:

We continued our partnership with the Association of British Travel Agents (ABTA) to help us ensure we are responsibly managing excursions involving interactions with animals. We started to audit the dolphin in captivity tour encounters used by our cruise brands in 2018 and our goal is to complete the process in 2019.

Board Member UPDATE

In 2018 we completed the search for a new board member. Katie Lahey officially started her role as a non-executive board member in January 2019 and serves on the Audit Committees. Her career spans over 30 years, with outstanding networks at the highest levels of government and business throughout Australia and New Zealand. She was named one of Australia’s 50 Most Powerful Women in Business by The Australian magazine in 2015. She is a seasoned executive with experience in the tourism, talent sourcing, cultural transformation, governmental, retail, and the arts sectors in a variety of leadership roles, including the cruise industry. Upon her joining the Boards, 33% of the Board members are women (being 4 of 12).

In 2018, we co-sponsored a seminar during the Seatrade cruise industry annual meeting on corporate governance. Data privacy, anticorruption basics and collective action to combat corruption were discussed.

Arison Maritime Center

We continue training our officers in our world-class facility equipped with the latest technology and equipment. The center provides rigorous safety training for bridge, engineering and environmental officers responsible for the navigation, operation and environmental compliance of the world’s largest fleet of cruise ships. Participants receive a maritime training experience that fosters critical thinking, problem solving, ethical decision making and skill development.

Boards of Directors Spotlight

Helen Deeble has served on Carnival Corporation & plc’s Boards of Directors since 2016 and is a key member of the Board’s HESS Committee.

After qualifying as a UK Chartered Accountant and working for a major UK retailer, Helen started her shipping career at Stena Line in 1993, becoming finance director of the merged P&O Stena Line in 1998. In 2003 she became Chief Operating Officer of P&O Ferries Division Holdings Ltd., a Pan-European shipping and logistics business carrying 8M passengers and 2.5M freight units a year. After leading an extensive transformation program, she became Chief Executive Officer and held that post from 2006 to 2017.

From 2011 to 2013 she was Vice President and President of the UK Chamber of Shipping, the trade body that supports and promotes the shipping industry, and was the first female President in its 174-year history. She was appointed Commander of the Order of the British Empire in 2013 for her contribution to the shipping industry. Most recently in 2018, she was featured in a Fairplay magazine “Women in Maritime: Making their Mark” article.

Deeble’s over 30 years of experience in shipping, logistics and leisure travel has positioned her to further support Carnival’s growth in the areas of health, environmental, safety, security and overall sustainability performance as a member of the HESS Committees.

We are thankful for and benefit greatly from Helen’s leadership, experience and foresight as a key member of our Board’s HESS Committees.

“Since joining Carnival, I have been hugely impressed with the technical skill, passion for excellence and extensive experience of Carnival’s people and am in admiration of our industry-leading learning and development facility in Almere. Our industry does seem to be in a period of unprecedented technological change, making it all the more important that we support our teams onboard and ashore with the right equipment, training and resources. Protecting our environment whilst keeping guests and colleagues safe and well remains the priority for everyone at Carnival.”

OUR cOMMITMENT

We recognize our responsibility to provide industry leadership and to conduct our business as a responsible corporate citizen. We are committed to achieving and maintaining the highest standards of professional and ethical conduct. Adherence to the rule of law, ethical working practices, good corporate governance and transparency are extremely important to our stakeholders, and they are central to our sustainable business success.

Our ships are regulated by the various international, national, state and local laws, regulations and treaties in force in the jurisdictions in which our ships operate. Our ships are registered in The Bahamas, Bermuda, Italy, Malta, the Netherlands, Panama and the UK. They are regulated by these countries and by the international conventions that govern health, environmental, safety and security matters in relation to guests, crew members and the ships themselves.

Representatives of each “Flag,” or country of registry, conduct periodic inspections, surveys and audits to verify compliance with these regulations. In addition, we are subject to the decrees, directives, regulations and other requirements of the more than 700 ports that our ships visit every year as they apply to the various aspects of our ships’ operations. The Summary of Key Regulations Governing Our Operations summarizes the principal laws, acts, codes, directives, legislation, protocols, statutes, rules, regulations and voluntary guidelines related to international environmental, maritime safety and labor requirements with which we comply.

OUR STRATEGY

The daily operations of our company are executed by our employees under the direction and supervision of our President and Chief Executive Officer (CEO), Arnold W. Donald, and the CEOs and Presidents of each of our brands. Micky Arison is Chairman of the Boards. Our Boards of Directors are responsible for governance of our performance and strategies. We provide further details in the Corporate Governance section on our website and in the annual Proxy Statement at www.CarnivalCorp.com, including:

Mechanisms for shareholders and employees to provide recommendations or direction to the Boards of Directors.

Processes for the Boards of Directors to ensure conflicts of interest are avoided.

Processes for determining the required qualifications and expertise of the members of the Boards of Directors.

Processes for evaluating the performance of the Boards of Directors.

Linkages between compensation for executives and senior managers, and the company’s performance.

We have policies and safeguards in place which exceed regulatory requirements and promote high ethical standards.Our leadership is committed to our Code of Business Conduct and Ethics and our Business Partner Code of Business Conduct and Ethics, which require that every employee, member of the Boards of Directors, and business partner use sound judgment, maintain high ethical standards and demonstrate honesty in all business dealings. As part of our ethics program, we conduct periodic risk assessments and audits to help us direct and focus our compliance resources and work plans to address identified compliance risk.

Integrity is a fundamental value for all business units. Our employees are informed about our Code of Business Conduct and Ethics when they are hired and at pre-defined intervals thereafter.

In addition, all shoreside employees at the director level and above, or the local equivalent, and personnel in purchasing or recruiting roles, complete and sign a Business Ethics Disclosure Form annually, indicating that they have read, understood and agree to comply with our Code of Business Conduct and Ethics (available in eight languages internally). To reinforce our commitment to ethical business behavior, we also provide issue-specific ethics training to employees and board members on the basis of their roles and responsibilities in relation to identified compliance risk.

Transparency and disclosure are key to our corporate governance and ethics strategy. We monitor, track and report grievances, environmental incidents and other incidents. To facilitate reporting, we have established formal procedures to report concerns in person or via a dedicated hotline telephone number and website. We have a rigorous internal incident reporting system that requires the reporting of spills, releases or discharges internal within the ship or external to the ship. Spills, releases or discharges are reported to external authorities as required by applicable regulations.

Leadership Team

We occasionally receive grievances about labor practices, human rights, impacts on society, environment, guest privacy and guest relations, among others. We evaluate all grievances that we receive. Our goal is to complete their evaluation within a reasonable time frame based on circumstances and legal complexity. However, thorough investigation may require an extended period of time to close some complaints.

We are active members of the Maritime Anti-Corruption Network (MACN). MACN is a global business network working towards the vision of a maritime industry free of corruption that enables fair trade to the benefit of society at large. Established in 2011, MACN has become one of the pre-eminent examples of collective action to tackle corruption. MACN continues to develop its strong platform to better understand the challenges and has executed on its strategy, which focuses on capacity building in the maritime industry, driving global collective initiatives against corruption, and building partnerships to improve integrity. Further, MACN has actively engaged with stakeholders, including governments, on shared solutions to improve integrity standards in port operations. We abide by the Cruise Lines International Association’s (CLIA) anti-corruption principles. The principles cover for example bribery and corruption, facilitation payments and hospitality. For more details, please refer to the CLIA website at https://cruising.org/about-the-industry/regulatory/industry-policies/other/anti-corruption.

Maritime Anti-corruption Network (MAcN)

Mission & Hess commitments

MISSION

OUR HESS commitments

Given our global reach and impact, we are committed to the following health, environment, safety, security (HESS) and sustainability core values:

Protecting the health, safety and security of our passengers, guests, employees and all others working on our behalf, thereby promoting an organization that always strives to be free of injuries, illness and loss.

Protecting the environment, including the marine environment in which our vessels sail and the communities in which we operate, striving to prevent adverse environmental consequences and using resources efficiently and sustainably.

Complying with or exceeding all legal and statutory requirements related to health, environment, safety, security and sustainability throughout our business activities.

Assigning health, environment, safety, security and sustainability matters the same priority as other critical business matters.

Our management ensures that the values and objectives stated in our HESS Policy are clearly understood by everyone in the organization and articulated on a regular basis. Senior management reviews the HESS Policy at least annually. If changes are warranted, it will be updated; otherwise the policy remains unchanged. The full text of our HESS Policy can be found here, as well as on our website at www.CarnivalCorp.com.